Exhibit 4.1


 





NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF CORPORATE COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


COMMON STOCK PURCHASE WARRANT

SUMMIT SEMICONDUCTOR, INC.


 


	Warrant Shares: [________]	Original Issue Date: [________]



 

THIS COMMON STOCK PURCHASE WARRANT (the
“Warrant”) certifies that, for value received, [___________] or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the [_______] (the “Original Issue Date”) and on or prior to the close of business on the fifth (5th)
anniversary of the Original Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase
from Summit Semiconductor, Inc., a Delaware corporation (the “Company”), up to [_______] shares (as subject
to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined below). The purchase price of one
share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).


 


WHEREAS, the Company and the Holder entered
that certain Securities Purchase Agreement, dated as of May 17, 2017 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time) (the “Purchase Agreement”), pursuant to which the Company issued to
the Holder a Senior Secured Original Issue Discount Convertible Note (the “Note”) and a warrant to purchase
common units of the Company (the “Original Warrant”, and collectively with the Note and the Purchase Agreement,
the “Loan Documents”); and


 


WHEREAS, the Company and the Holder entered
into a Settlement Agreement and Mutual Release, dated July 25, 2018, pursuant to which, among other things, the Company agreed
to issue the Holder new warrants to purchase an aggregate of 3,102,244 shares of Common Stock, including this Warrant to purchase
[_______] shares of Common Stock, in satisfaction of the obligations of the Company owed to the Holder under the Loan Documents,
including, but not limited to, the Original Warrant.


 






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NOW, THEREFORE, in consideration of the
mutual covenants set forth in this Warrant and for other good and valuable consideration, the Company and the Holder each agree
as follows:


 


Section 1.               
Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings
set forth in this Section 1:


 


“Affiliate” means any Person that,
directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person,
as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Beneficial Ownership Limitation”
shall have the meaning ascribed to such term in Section 2(e).


 


“Bloomberg” means Bloomberg, L.P.


 


“Business Day” means any day except
any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.


 


“Buy-In” shall have the
meaning ascribed to such term in Section 2(d)(vii).


 


“Commission” means the United States
Securities and Exchange Commission.


 


“Common Stock” means the common
stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be
reclassified or changed.


 


“Common Stock Equivalents” means
any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into
or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company” shall have
the meaning ascribed to such term in the Preamble.


 


“DWAC” shall have the
meaning ascribed to such term in Section 2(d).


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exercise Price” shall
have the meaning ascribed to such term in Section 2(b).


 


“Holder” shall have the
meaning ascribed to such term in the Preamble.


 


“Loan Documents” shall have the
meaning ascribed to such term in the Recitals.


 


“Note” shall have the meaning ascribed
to such term in the Recitals.


 






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“Original Issue Date”
shall have the meaning ascribed to such term in the Preamble.


 


“Original Warrant” shall have the
meaning ascribed to such term in the Recitals.


 


“Person” means an individual or
corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Purchase Agreement” shall have
the meaning ascribed to such term in the Recitals.


 


“Rule 144” means Rule 144 promulgated
by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Termination Date” shall
have the meaning ascribed to such term in the Preamble.


 


“Trading Day” means a
day on which the principal Trading Market is open for trading.


 


“Trading Market” means any of the
following markets or exchanges on which the Common Stock (or any other common stock of any other Person that references the Trading
Market for its common stock) is listed or quoted for trading on the date in question: the OTC Bulletin Board, The NASDAQ Global
Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock Exchange, NYSE Arca, the NYSE MKT, or the
OTCQX Marketplace, the OTCQB Marketplace, the OTCPink Marketplace or any other tier operated by OTC Markets Group Inc. (or any
successor to any of the foregoing).


 


“VWAP” means, for or as of any
date, the dollar volume-weighted average price for such security on the Trading Market (or, if the Trading Market is not the principal
trading market for such security, then on the principal securities exchange or securities market on which such security is then
traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg
through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted
average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period
beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar
volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid
price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets”
by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of
the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company
and the Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination,
recapitalization or other similar transaction during such period.


 






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“Warrant” shall have the meaning
ascribed to such term in the Preamble.


 


“Warrant Register” shall have the
meaning ascribed to such term in Section 4(c).


 


“Warrant Share Delivery Date” shall
have the meaning ascribed to such term in Section 2(d).


 


“Warrant Shares” shall have the
meaning ascribed to such term in the Preamble.


 


Section 2.               
Exercise.


 


a)                 
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or
in part, at any time or times on or after the Original Issue Date and on or before the Termination Date by delivery to the Company
(or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address
of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise form annexed hereto (via
facsimile or electronic mail) and within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company,
the Company shall have received payment of the aggregate Exercise Price of the shares of Common Stock thereby purchased by wire
transfer to an account designated by the Company or cashier’s check drawn on a United States bank or, if available, pursuant
to the cashless exercise procedure specified in Section 2(c) below. If the amount of payment received by the Company is less than
the aggregate Exercise Price of the shares of Common Stock being purchased, the Holder shall make payment of the deficiency within
three (3) Trading Days following notice thereof. No ink-original Notice of Exercise shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein
to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender
this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered
to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall automatically reduce the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased
and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within two (2) Business
Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason
of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant
Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 


b)                 
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be equal to the lesser
of (A) $4.50 and (B) the price per share of Common Stock sold in the Company’s initial public offering of Common Stock multiplied
by 60% (as may be adjusted hereunder, the “Exercise Price”; however, in no event shall the Exercise Price be
adjusted below $3.00).


 






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c)                 
Cashless Exercise. If at any time there is no effective registration statement registering, or no current
prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or
in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of
Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


		(A)	= as applicable: (i) the VWAP on the Trading Day immediately
preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant
to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on
a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated
under the federal securities laws) on such Trading Day, (ii) the bid price of the Common Stock on the principal Trading Market
as reported by Bloomberg as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of
Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter
pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of
Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 1(a) hereof after the
close of “regular trading hours” on such Trading Day;



 


		(B)	= the Exercise Price of this Warrant, as adjusted hereunder; and



 


		(X)	=the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this
Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.



 


Notwithstanding anything herein to the contrary,
on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).


 


d)                 
Mechanics of Exercise.


 


i.                   
Delivery of Certificates Upon Exercise. Certificates for shares of Common Stock purchased hereunder shall
be transmitted by VStock Transfer, LLC (the “Transfer Agent”) to the Holder by crediting the account of the
Holder’ s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”)
if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the
issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares of Common Stock are eligible
for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery
to the address specified by the Holder in the Notice of Exercise by the date that is five (5) Trading Days after the latest of
(A) the delivery to the Company of the Notice of Exercise, (B) and (B) payment of the aggregate Exercise Price as set forth above
(including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares
shall be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become
a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company
of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant
to Section 2(d)(vi) prior to the issuance of such shares, having been paid.


 






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ii.                 
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall,
at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the certificate or certificates representing
Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares
called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


iii.               
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate
or the certificates representing the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder
will have the right to rescind such exercise.


 


iv.               
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other
rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the
certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after
such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to
the Holder the amount, if any, by which (x) the Holder’ s total purchase price (including brokerage commissions, if any)
for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that
the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell
order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of
the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall
be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company
timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having
a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common Stock with an aggregate sale
price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall
be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the
Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit
a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


v.                 
No Fractional Shares or Scrip. No fractional shares of Common Stock or scrip representing fractional shares
of Common Stock shall be issued upon the exercise of this Warrant. As to any fraction of a share of Common Stock which the Holder
would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole
share of Common Stock.


 






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e)                 
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and the Holder
shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after
giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the
Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of
shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall
exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of
this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted
portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a
limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall
be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.
To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual
report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent
written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon
the written or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the Holder
the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder
or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’
prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided
that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any such increase or decrease will not be effective until the 61st day
after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which
may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a
successor holder of this Warrant.


 






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Section 3.               
Certain Adjustments.


 


a)                 
Issuance of Additional Shares of Common Stock.


 


i.                   
In the event the Company shall issue any Additional Shares of Common Stock (as defined below), at a price per share
less than the Exercise Price then in effect or without consideration, then the Exercise Price upon each such issuance shall be
adjusted to that price determined by multiplying the Exercise Price then in effect by a fraction:


 


(A)            
the numerator of which shall be equal to the sum of (x) the number of outstanding shares of Common Stock (assuming
full exercise, conversion or exchange of all warrants and other securities which are convertible into or exercisable or exchangeable
for, and any right to subscribe for, Common Stock) immediately prior to the issuance of such Additional Shares of Common Stock
plus (y) the number of shares of Common Stock (rounded to the nearest whole share of Common Stock) which the aggregate consideration
for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Exercise
Price then in effect, and


 


(B)             
the denominator of which shall be equal to the number of outstanding shares of Common Stock (assuming full exercise,
conversion or exchange of all warrants and other securities which are convertible into or exercisable or exchangeable for, and
any right to subscribe for, shares of Common Stock) immediately after the issuance of such Additional Shares of Common Stock.


 


ii.                 
“Additional Shares of Common Stock” means all shares of Common Stock issued by the Company after
the date hereof, except: (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation,
(ii) the Warrant Shares, and (iii) shares of Common Stock issued pursuant to the Company’s 2018 Long-Term Stock Incentive
Plan.


 


c)                 
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th
of a share of Common Stock, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to
be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares,
if any) issued and outstanding.


 






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d)                 
Notice to Holder.


 


i.                   
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section
3, the Company shall notify the Holder via regular or electronic mail setting forth the Exercise Price after such adjustment and
any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.                 
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend on the shares of Common Stock,
(B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the shares of Common Stock, (C) the Company
shall authorize the granting to all holders of the shares of Common Stock rights or warrants to subscribe for or purchase any shares
of Common Stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer
of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last
address as it shall appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or
effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record
to be entitled to such dividend, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or Common Stock exchange is expected to become effective or close, and the date as of which
it is expected that holders of the Common Stock of record shall be entitled to exchange their Common Stock for securities, cash
or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or Common Stock exchange; provided
that the failure to notify Holder or any defect therein or in the notification thereof shall not affect the validity of the corporate
action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material,
non-public information regarding the Company or any of the Company’s subsidiaries, the Company shall simultaneously file
such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant
during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may
otherwise be expressly set forth herein.


 


e)                 
Voluntary Adjustment by Company. The Company may at any time during the term of this Warrant reduce the then
current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 






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Section 4.               
Transfer of Warrant.


 


a)                 
Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in
Section 4(d) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with
a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney
and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,
and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within ten (10) Trading
Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned
in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 


b)                 
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the
aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are
to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which
may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for
the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges
shall be dated the Original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable
pursuant thereto.


 


c)                 
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for
that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company
may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. The Holder will promptly notify
the Company upon any transfer or assignment of this Warrant.


 


d)                 
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring
this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and
not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act
or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.


 


e)                 
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of
this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under
the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale
restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing
such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with Section 5(k).


 






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Section 5.               
Miscellaneous.


 


a)                 
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3.


 


b)                 
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to
it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such
Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor
and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


c)                 
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration
of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised
on the next succeeding Business Day.


 


d)                 
Authorized Shares.


 


The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable
law or regulation, or of any requirements of the Trading Market upon which the Common Stock is listed. The Company covenants that
all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the
issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


Except and to the extent as waived or consented
to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation,
as amended, or bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the
generality of the foregoing, the Company will (i) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (ii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 






    	 	11	 



     


    

 


Before taking any action which would result
in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall
obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body
having jurisdiction thereof.


 


e)                 
Jurisdiction. The corporate laws of the State of Delaware shall govern all issues concerning the relative
rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York,
without regard to the principles of conflicts of law thereof. The Company and Holder each agrees that all legal proceedings concerning
the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against the Company
or Holder, or their respective affiliates, directors, officers, stockholders, partners, members, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New York. The Company and Holder each hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for
such proceeding. The Company and Holder each hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to one another at the address in effect for notices to it under this Warrant and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by law. If either the Company or Holder shall commence an action,
suit or proceeding to enforce any provisions of the Warrant, then, the prevailing party in such action, suit or proceeding shall
be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding and/or incurred in connection with the preparation therefor. The Company
(on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby
irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Warrant or any transaction contemplated hereby.


 


f)                  
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant,
if not registered and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal
securities laws.


 


g)                 
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the
part of Holder or Company shall operate as a waiver of such right or otherwise prejudice the Holder’s or Company’s
rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If either party
willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the other,
the first party shall pay to the other party such amounts as shall be sufficient to cover any costs and expenses including, but
not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the affected party in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 






    	 	12	 



     


    

 


h)                 
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or
communication is delivered via email or facsimile at the email address or facsimile number set forth below at or prior to 5:30
p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of email or facsimile transmission, if such
notice or communication is delivered via email or facsimile at the email address or facsimile number set forth below on a day that
is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the
party to whom such notice is required to be given. The address for such notices and communications shall be as set forth below:


 


For Holder:


 





	Name:	[___________]
	Address:  	[___________]
	Telephone Number: 	[___________]
	Email:	[___________]
	 	 
	For Company:	 
	 	 
	Name:	Summit Semiconductor,
    Inc.
	Address:  	6840 Via Del Oro
    Ste. 280
	 	San Jose, CA 95119
	 	Attn: Chief Executive
    Officer
	Telephone Number:
    	(408) 627-4716
	Email:	bmoyer@summitsemi.com


  


i)                  
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise
this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to
any liability of the Holder for the purchase price of any shares of Common Stock or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.


 


j)                  
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery
of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby
agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 






    	 	13	 



     


    

 


k)                 
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations
evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the
successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from
time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.


 


l)                  
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent
of the Company and the Holder.


 


m)              
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Warrant.


 


n)                 
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any
purpose, be deemed a part of this Warrant.


 


********************


 


(Signature Page Follows)


 






    	 	14	 



     


    

 





IN WITNESS WHEREOF, the Company has caused
this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	SUMMIT SEMICONDUCTOR, INC.
	 	 	 
	 	By:  	 
	 	 	Name: Brett Moyer
	 	 	Title:   Chief Executive Officer



 



     


     


    

 


NOTICE OF EXERCISE


 


TO:SUMMIT SEMICONDUCTOR, INC.


 


(1)       The
undersigned hereby elects to purchase _______ Warrant Shares pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2)       Payment
shall take the form of (check applicable box): [ ] lawful money of the United States; or [ ] if permitted the cancellation of such
number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 2(c), to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 2(c).


 


(3)       Please
issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is
specified below:


 


	 	 


 


The Warrant Shares shall be delivered to the following DWAC
Account Number or by physical delivery of a certificate to:


 


	 	 
	 	 
	 	 


 


(4)       Accredited
Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities
Act of 1933, as amended, and that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for
investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no
present intention of distributing or reselling such shares of Common Stock.


 


[SIGNATURE OF HOLDER]


 


	Name of Investing Entity:  	 



 


	Signature of Authorized Signatory of Investing Entity:  	 



 


	Name of Authorized Signatory:  	 



 


	Title of Authorized Signatory:  	 



 


	Date:  	 



 



     


     


    

 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute

this form and supply required information.

Do not use this form to exercise the Warrant.)


 


FOR VALUE RECEIVED, the foregoing Warrant
and all rights evidenced thereby are hereby assigned to


 


____________________________________________________________
whose address is _________________________________________________________________________.


 


Dated:________________, __________


 


	Holder’s Signature:	 	 
	Holder’s Address:	 	 
	 	 	 



 

NOTE: The signature to this Assignment Form must correspond
with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank or trust company. Officers of entities and those acting in a fiduciary or other representative capacity should
file proper evidence of authority to assign the foregoing Warrant.